Colorado § 7-61-120 - Assignment of limited partner's interest.
Full text of Colorado Colorado Revised Statutes § 7-61-120 — Assignment of limited partner's interest., with citation guidance and answers to common questions.
§ 7-61-120. Assignment of limited partner's interest.
(1) A limited partner's interest is assignable.
(2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned the limited partner's interest in a partnership.
(3) An assignee who does not become a substituted limited partner has no right to require any information or accounting of the partnership transactions or to inspect the partnership books. The assignee is only entitled to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignee's assignor would otherwise be entitled.
(4) An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being empowered by the certificate, gives the assignee that right.
(5) An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 7-61-126.
(6) The substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of the substituted limited partner's assignor, except those liabilities of which the substituted limited partner was ignorant at the time the substituted limited partner became a limited partner and that could not be ascertained from the certificate.
(7) The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 7-61-108 and 7-61-118.
Source: L. 31: p. 636, § 19. CSA: C. 123, § 62. CRS 53: § 104-2-19. C.R.S. 1963: § 104-2-19. L. 2004: (2), (3), and (6) amended, p. 1438, § 119, effective July 1.
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-61-120
What does Colorado Revised Statutes § 7-61-120 cover?
Section 7-61-120 ("Assignment of limited partner's interest.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Colorado § 7-61-120?
A common citation format is "Colorado Revised Statutes § 7-61-120" (Colorado). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-61-120 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Colorado.